CITGO Petroleum Corp.

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Based in Houston, CITGO has long been owned by Venezuela’s state oil company.

© CITGO

CITGO Petroleum Corporation is an American petroleum refiner and fuel marketer headquartered in Houston, Texas. It was formed in 1982 from the retail, marketing, and transportation assets of Cities Service following that company’s acquisition by Occidental Petroleum Corporation (OXY). CITGO has for decades been owned by Petróleos de Venezuela, SA (PDVSA), Venezuela’s state-owned oil company.

Although its origins lie in early 20th-century U.S. oil and gas development, CITGO’s modern history is defined by its role as a U.S.–based refiner and fuel marketer processing Venezuelan crude oil. That focus later placed the company at the center of U.S. sanctions policy and a prolonged legal fight among creditors seeking to seize or auction off its parent company.

CITGO operates three large refineries in Lake Charles, Louisiana; Corpus Christi, Texas; and Lemont, Illinois. Petroleum refining comprises the core of the company’s operations.

The company operates pipelines and terminals used to move crude oil and refined petroleum products between refineries and storage facilities.

CITGO sells gasoline, diesel, and jet fuel, along with automotive lubricants and other industrial products, primarily to independent retailers and commercial customers.

Cities Service Gas Development Company was founded in 1910 by financier and oil entrepreneur Henry L. Doherty to supply natural gas and electricity to municipalities. After oil discoveries in the central United States in the mid-1910s, the company expanded into oil production, adding refining capacity and related infrastructure during and after World War I.

By 1915, Cities Service had acquired 98 subsidiaries and was headquartered at 60 Wall Street in New York City, reflecting its emergence as a large and complex energy holding company. In the years that followed, it added refining capacity and in 1931 completed an interstate high-pressure natural gas pipeline from Texas to the Midwest.

By the mid-1930s, the Cities Service business operated within a broad holding company structure, part of an industrywide pattern. Across the nation, the utilities sector had evolved into complex networks of large holding companies that had become opaque and difficult for regulators to oversee, leading to the passage of the Public Utility Holding Company Act of 1935. The law required utilities to simplify their corporate structures and limit their operations to clearly defined regional service areas.

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CITGO’s Lake Charles refinery in Louisiana is the largest of its three U.S. refining operations.

© CITGO

For its part, Cities Service chose to exit the utilities business and focus on its oil and gas operations. World War II accelerated this shift. During the war, the company built a major petroleum pipeline known as the Big Inch (completed in 1943) and expanded refining capacity, including construction of the Lake Charles refinery in Louisiana, which processed large volumes of crude oil for the U.S. military.

By 1958, Cities Service had completed the process of divesting its utility assets and emerged as an integrated oil company—one that combined crude oil production, transportation, refining, and fuel marketing within a single corporate structure. By the early 1960s, Cities Service had expanded its operations into the Middle East.

In 1965, Cities Service adopted the name CITGO—a portmanteau of “Cities” and “go”—for its gasoline and service stations as part of an effort to modernize its domestic retail operations, while the parent company continued to operate as Cities Service.

By the end of the decade, “CITGO” had replaced the company’s previous name and logo at service stations nationwide. In the early 1970s, the company also paired gasoline sales with convenience stores, opening its first CITGO Quik Mart in 1972.

During the late 1960s and 1970s, Cities Service’s core refining and fuel marketing operations remained largely unchanged, despite upheaval in the U.S. energy markets.

By the early 1980s, Cities Service ranked among the largest U.S. oil companies, but intensifying competition and narrowing margins made it vulnerable to takeover.

In 1981, Mesa Petroleum, led by T. Boone Pickens, launched a hostile bid for the company. Cities Service responded by making a counteroffer to acquire Mesa, triggering an extended takeover battle.

By mid-1982, both sides had abandoned their bids, and Cities Service’s share price had fallen sharply. Later that year, the company accepted a $4 billion acquisition offer from Occidental Petroleum, ending its independence.

After acquiring Cities Service in 1982, Occidental Petroleum separated the company’s downstream operations—including refining, fuel marketing, and related transportation—into a new subsidiary, CITGO Petroleum Corporation, which it intended to sell. Cities Service had operated as a fully integrated oil company with upstream, midstream, and downstream operations, but the newly formed CITGO was structured solely as a downstream business.

In 1983, Occidental sold CITGO Petroleum Corporation to the Southland Corporation, the owner of the 7-Eleven convenience store chain.

In 1986, Petróleos de Venezuela, SA (PDVSA), Venezuela’s state-owned oil company, acquired a 50% stake in CITGO. The investment was intended to secure a stable U.S. refining and marketing outlet for Venezuelan crude oil. In 1990, PDVSA acquired the remaining stake, making CITGO a wholly owned subsidiary.

In 1991, an explosion at CITGO’s Lake Charles refinery killed six workers and resulted in a record $5.8 million settlement with federal safety regulators. 

During this period, CITGO expanded and upgraded its refining capacity to process heavier and higher-sulfur crude oils, including through a 1993 joint venture with Lyondell Chemical Company at Lyondell’s Houston refinery. CITGO also expanded into Midwest refining through a joint venture at the Lemont refinery in Illinois, later acquiring full ownership in 1997.

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Hugo Chávez’s election as president in 1998 marked a shift in Venezuela’s control of CITGO.

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At the same time, CITGO continued to grow its retail network. By 1997, nearly 15,000 service stations nationwide carried the CITGO name.

Political developments in Venezuela later complicated PDVSA’s ownership of CITGO. Socialist Hugo Chávez was elected president in 1998, marking the beginning of a period in which CITGO’s U.S. operations became increasingly tied to Venezuelan state policy.

In 2004, CITGO, then the nation’s fourth-largest gasoline retailer, shifted its headquarters to Houston from Tulsa, Oklahoma. The move involved roughly 70% of its 950 Tulsa-based employees and consolidated the company’s leadership in one of the country’s principal oil and gas centers.

In June 2006, roughly 47,000 barrels of oil spilled from CITGO’s Lake Charles refinery into the Calcasieu Ship Channel in Louisiana, forcing the closure of a key petroleum shipping route. The disruption contributed to short-term fuel supply concerns and led the U.S. Department of Energy to authorize emergency loans of crude oil from the Strategic Petroleum Reserve to affected refineries. CITGO later agreed to pay a $19.7 million settlement in 2021 to resolve environmental claims related to the spill.

By the early 2010s, financial pressures at PDVSA were intensifying. From 2010 to 2015, PDVSA tried to sell CITGO as Venezuela’s finances worsened, but it couldn’t find a buyer willing to pay the price it wanted. Public filings in 2014 confirmed that the company was exploring a sale, yet none took place.

Instead, CITGO issued debt and transferred cash to PDVSA, making its U.S. operations an increasingly important source of foreign-currency revenue for the Venezuelan government as the country’s oil-dependent economy deteriorated.

In late 2016, PDVSA pledged 49.9% of CITGO’s parent company as collateral to Russia’s Rosneft in exchange for a $1.5 billion loan. The arrangement meant that, in the event of a default, Rosneft could seek to claim the pledged shares, raising concern in Washington about potential foreign control of a major U.S. refiner.

By 2018–19, Venezuela’s political and economic crisis under President Nicolás Maduro, who was elected after the death of Hugo Chávez in 2013, had intensified tensions with Washington.

In January 2019, the U.S. Treasury Department’s Office of Foreign Assets Control designated PDVSA as a specially designated national. The sanction froze PDVSA’s assets in the U.S. and prohibited most U.S. companies and individuals from doing business with it. Although CITGO continued operating, it could no longer send revenue to PDVSA, effectively severing it financially from its owner.

Separately, PDVSA pledged 50.1% of CITGO Holding’s shares to secure bonds due in 2020. After PDVSA defaulted on those bonds, creditors sought to enforce their claims. Although the sanctions prevented creditors from immediately taking control of the pledged shares, they didn’t erase the debt. That left the ownership of CITGO tied up in court battles for years.

In 2018, a U.S. District Court in Delaware determined that PDVSA functioned as the alter ego of the Venezuelan state, meaning it was so closely controlled by the government that its U.S. assets could be used to satisfy Venezuela’s debts.

A federal appeals court affirmed that decision in 2023, enabling creditors to pursue PDVSA’s shares in PDV Holding, the Delaware company that ultimately owns CITGO. Major claimants included mining company Crystallex International Corporation and oil giant ConocoPhillips (COP), both of which held arbitration awards against Venezuela.

In 2025, a judge in Delaware approved the sale of those shares to satisfy creditors’ claims. An affiliate of Elliott Investment Management, Amber Energy, was selected as the winning bidder with a $5.9 billion offer for PDV Holding. The transaction remained subject to regulatory approval, including from the Office of Foreign Assets Control, as well as to ongoing objections and appeals.

As of early 2026, CITGO’s ownership hadn’t yet been transferred, and control of the company remained unresolved.